Browse EX-10 agreements

EXECUTIVE EMPLOYMENT AGREEMENT

AND

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND PROPRIETARY RIGHTS

AGREEMENT

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This Executive Employment Agreement and Confidential Information, Invention Assignment, and Proprietary Rights Agreement (this “Agreement”) is made as of July 7, 2026, by and between Simwon America Corp., a California corporation (the “Company”), and Youngseok Park (“Executive”).

This Agreement shall *become effective upon the effectiveness of the Company’s registration statement on Form S-1 and the listing of the Company’s common stock on The Nasdaq Global Market (the “Effective Date” or the “Nasdaq Listing Date”), unless otherwise determined by the Board of Directors of the Company (the “Board”). *This Agreement sets forth the terms and conditions of Executive’s employment with the Company from and after the Effective Date and is not intended to retroactively modify compensation, benefits, severance, restrictive covenants, or other employment terms for any period before the Effective Date, except as expressly stated herein.

RECITALS

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THE TECHNICAL LICENSE AND ASSISTANCE AGREEMENT

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This Agreement Amendment to the Technical License and Assistance Agreement (the “Agreement”) is entered into as of [January 1, 2021], by and between the following parties:

(I) SIMWON TECH INC. a company organized and validly existing under the laws of Republic of Korea, having its registered office at 282, Hagui-ro, Dongan-gu, Anyang-si, Gyeonggi-do, Korea, 14056 (the “Licensor”); and (2) SIMWON AMERICA CORP. a corporation duly incorporated and existing under the laws of USA with its registered office at 400 D’Arcy Parkway, Lathrop, CA, 95330 (the “Licensee”). The Licensor and the Licensee may also be collectively referred to as the “Parties” or individually as the “Party.”

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RECITALS

WHEREAS, the Licensor is engaged in the business of developing, designing, engineering, manufacturing as well as marketing automobile parts in Korea;

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INDEPENDENT DIRECTOR OFFER LETTER

July 7, 2026

Seokho Lee

Dear Seokho Lee:

Simwon America Corp. (the “Company”) is pleased to offer you the opportunity to serve as an independent director of the Company. Your appointment will become effective upon the effectiveness of the Company’s registration statement on Form S-1 in connection with its initial public offering (“IPO”) and listing on the Nasdaq Stock Market LLC (“Nasdaq”).

As an independent director, you will serve as a member of the Company’s Board of Directors and may serve on one or more committees of the Board, as determined by the Board from time to time. Your service will be subject to the Company’s governing documents, applicable laws, SEC rules, Nasdaq rules, and the Company’s policies applicable to directors.

The Company will pay you a director fee of USD $2,500 per month for your service, to be effective upon the IPO. You will not be entitled to employee benefits by reason of your service as an independent director.

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CHANGE IN TERMS AGREEMENT

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SIMWON AMERICA CORP.

(as the Company)

And

First-MVG Fund

(as the Investor)

PRE-IPO SUBSCRIPTION AGREEMENT

Contents

WHEREAS		1
1	INTERPRETATION	1
2	SUBSCRIPTION	2
3	CONSIDERATION	2
4	CONDITIONS TO THE INVESTOR’S OBLIGATIONS	3
5	PRE-COMPLETION	3
6	COMPLETION	3
7	COMPLETION DELIVERABLES	3
8	CORPORATE SECRETARY	3

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INDEPENDENT DIRECTOR OFFER LETTER

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July 7, 2026

Terence Mak

Dear Terence Mak:

Simwon America Corp. (the “Company”) is pleased to offer you the opportunity to serve as an independent director of the Company. Your appointment will become effective upon the effectiveness of the Company’s registration statement on Form S-1 in connection with its initial public offering (“IPO”) and listing on the Nasdaq Stock Market LLC (“Nasdaq”).

As an independent director, you will serve as a member of the Company’s Board of Directors and may serve on one or more committees of the Board, as determined by the Board from time to time. Your service will be subject to the Company’s governing documents, applicable laws, SEC rules, Nasdaq rules, and the Company’s policies applicable to directors.

The Company will pay you a director fee of USD $3,000 per month for your service, to be effective upon the IPO. You will not be entitled to employee benefits by reason of your service as an independent director.

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CHANGE IN TERMS AGREEMENT

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TRADEMARK LICENSE AGREEMENT

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This Trademark License Agreement (the “Agreement”) is entered into as of 08.07.2024, by and between the following parties:

1.	MS AUTOTECH CO., LTD. a corporation having its registered office at 16-9 Poseok-ro, Nainam-myeon, Gyeongju-si Kyeongsangbuk-do (the “Licensor”); ****and

2.	SIMWON AMERICA CORP, a corporation having its registered office at 400 D’ARCY PARKWAY, LATHROP, CA 95330 (the “Licensee”).

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COMMERCIAL/INDUSTRIAL LEASE

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City of Lathrop, State of California

LANDLORD:

BPP PACIFIC INDUSTRIAL CA REIT OWNER 2 LLC,

a Delaware limited liability company

TENANT:

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SIMWON AMERICA CORPORATION,

a California corporation

TABLE OF CONTENTS

ARTICLE 1 - LEASE SUMMARY AND PROPERTY SPECIFIC PROVISIONS		1
ARTICLE 2 - LEASE		3
ARTICLE 3 - PREMISES		3
ARTICLE 4 - TERM AND POSSESSION		3

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INDEPENDENT DIRECTOR OFFER LETTER

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July 7, 2026

Chan Yui Kwan, Martin

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Dear Martin Chan:

Simwon America Corp. (the “Company”) is pleased to offer you the opportunity to serve as an independent director of the Company. Your appointment will become effective upon the effectiveness of the Company’s registration statement on Form S-1 in connection with its initial public offering (“IPO”) and listing on the Nasdaq Stock Market LLC (“Nasdaq”).

As an independent director, you will serve as a member of the Company’s Board of Directors and may serve on one or more committees of the Board, as determined by the Board from time to time. Your service will be subject to the Company’s governing documents, applicable laws, SEC rules, Nasdaq rules, and the Company’s policies applicable to directors.

The Company will pay you a director fee of USD $2,500 per month for your service, to be effective upon the IPO. You will not be entitled to employee benefits by reason of your service as an independent director.

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DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT

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Indemnification Agreement (this “Agreement”) is made as of [*      *], 2026, by and between Simwon America Corp., a California corporation (the “Company”), and [____________] (“Indemnitee”).

RECITALS

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A. Indemnitee is a director and/or officer of the Company and in such capacity is performing valuable services to the Company.

B. Competent and experienced persons are reluctant to serve or to continue to serve as directors and officers of corporations or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities on behalf of the corporation.

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MASTER SERVICES AGREEMENT

THIS AGREEMENT is made and entered into as of this 1st day of July 2025 (the “Effective Date”),

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BETWEEN:

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LORENZO DEVELOPMENTS INC. Unit 218, 3459 Sheppard Avenue East Scarborough, ON (hereinafter referred to as the “Service Provider”)

- AND -

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BLITZ DEVELOPMENTS INC. [*] (hereinafter referred to as the “Client”)

(Collectively referred to as the “Parties”)

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BACKGROUND:

A. The Client is a construction management company engaged in various development projects.

B. The Service Provider possesses expertise in construction site supervision and project management.

C. The Client wishes to engage the Service Provider to perform site supervision and related services on an outsourced basis for various projects, and the Service Provider agrees to provide such services under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SCOPE OF SERVICES

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